comprehensive transformation of the Company and refresh your Boards composition to drive improved financial performance delivering improved, measurable results and positioning the
Company to drive shareholder value. We urge you to protect the value of your investment and support your Board by voting the GOLD proxy card today FOR all Pitney Bowes nominees and Hestia nominee Katie May.
We have sought in earnest to work with Hestia over many months to avoid a costly and distracting proxy fight. However, Hestia has instead proceeded to propose
a wide range of inconsistent and ever-changing strategies, including how it would change our Board, CEO, the GEC business, and capital allocation strategy. Hestias erratic flip-flopping has made it impossible for Pitney Bowes and
Hestia to reach an amicable resolution and proves that it has an incoherent, half-baked vision for how it would run the Company and oversee your investment.
We constantly engaged with Hestia and have sought an amicable resolution, including offering to work with them to appoint three new directors to the Board.
With our recent Board refreshment, we will have now essentially already done this through the appointments of Darrell Thomas and Steven D. Brill to the Board, along with our recommendation of Katie May for election at the Annual Meeting.
Additionally, Bob Dutkowsky has succeeded Michael Roth as our Non-Executive Chair.
Furthermore, it is clear that
many months after its December announcement to search for a CEO candidate, Hestia has failed to find a qualified individual and instead defaulted to one of its previously named director nominees as a last resort. As weve already stated, the
Board does not believe that Lance Rosenzweig is qualified to serve as a director of Pitney Bowes, much less as CEO, based on his history of poor performance, weak corporate governance track record, as well as his lack of shipping and logistics
experience. The Board remains committed to Marc Lautenbach to realize the benefits of the Company transformation that he has overseen over the last ten years to position the business for long-term success and subsequently deliver significant value
to our shareholders.
Pitney Bowes has already implemented significant changes to the Board. Our recommended nominees are the right
individuals to drive Pitney Bowes forward, ensure the long-term success of our businesses, and enhance value for shareholders.
The Pitney Bowes
Board is comprised of a strong, engaged, and diverse set of directors, with a balanced mix of experience, skills, leadership expertise, and new perspectives. In line with our commitment to regular and ongoing Board refreshment, we recently refreshed
our Board by appointing Darrell Thomas and Steven D. Brill to the Board, supporting the election of Hestia nominee Katie May at the upcoming Annual Meeting, electing Robert M. Dutkowsky as Non-Executive Chair
of the Board, and announcing that Michael I. Roth, S. Douglas Hutcheson, and David L. Shedlarz will not stand for re-election at the Annual Meeting. These changes were in addition to the three new independent
directors who joined the Board between 2018 and 2022, as well as the three committee chairmanships we changed in the last few years. If our recommended director nominees are elected, our Board will be 88.9% independent and 66.7% diverse, with an
average tenure of approximately 5.1 years. In addition, six new independent directors will have joined the Pitney Bowes Board and eight longer tenured directors will have departed since 2018, assuming the election of Katie May.